The NewMedia Gannett merger

Excerpt:

Subject to the terms and conditions of the merger agreement, at the effective time of the merger (the ‘‘effective time’’), each share of common stock, par value $0.01 per share, of Gannett (‘‘Gannett common stock’’) issued and outstanding immediately prior to the effective time (subject to limited exceptions, including shares as to which appraisal rights have been properly exercised in accordance with Delaware law) shall be converted automatically into (1) 0.5427 (the ‘‘exchange ratio’’) of a fully paid and nonassessable share of common stock, par value $0.01 per share, of New Media (‘‘New Media common stock’’), and (2) the right to receive $6.25 in cash, without interest (the ‘‘cash consideration’’), plus cash in lieu of any fractional shares of New Media common stock that otherwise would have been issued. New Media stockholders will continue to own their existing New Media common stock. Immediately following the effective time, it is expected that existing holders of New Media common stock will own approximately 50.5% of the outstanding shares of New Media common stock and existing holders of Gannett common stock will own approximately 49.5% of the outstanding shares of New Media common stock.

The value of the merger consideration to be received by Gannett stockholders in exchange for each share of Gannett common stock will fluctuate with the market value of New Media common stock until the merger is completed. Based on the closing price of New Media common stock on the New York Stock Exchange (the ‘‘NYSE’’) on August 2, 2019, the last full trading day before the public announcement of the merger, the exchange ratio represented approximately $5.81 in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $12.06 for each share of Gannett common stock. Based on the closing price of New Media common stock on the NYSE on October 9, 2019, the most recent practicable date for which such information was available, the exchange ratio represented approximately $4.39 in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $10.64 for each share of Gannett common stock. New Media common stock is currently traded on the NYSE under the symbol ‘‘NEWM’’, and Gannett common stock is currently traded on the NYSE under the symbol ‘‘GCI’’. We urge you to obtain current market quotations of New Media common stock and Gannett common stock.

Comment:

• $ 625 in cash
• 54 shares of NEWM

The deal to combine USA Today publisher Gannett with GateHouse Media closed Tuesday, forming a company with 30% of papers sold daily in the U.S. https://t.co/DxJ2ydW0FX via @WSJ

— 𝓙𝓲𝓶 𝓟𝓮𝓮𝓽 - [Anthony calls me Bandhu (बंधु)] (@jrpeet) November 20, 2019

Gannett, Now Largest U.S. Newspaper Chain, Targets ‘Inefficiencies’ https://t.co/KaPaaXF1hG

— 𝓙𝓲𝓶 𝓟𝓮𝓮𝓽 - [Anthony calls me Bandhu (बंधु)] (@jrpeet) November 20, 2019